Critical Path, Inc. Announces Engagement of Dealer Manager for Rights Offering.Business Editors SAN FRANCISCO--(BUSINESS WIRE)--June 3, 2004 Critical Path, Inc. (Nasdaq:CPTH) today announced that it has engaged Perseus Group to act as dealer manager for the Company's rights offering for up to $21 million of Series E Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . In the rights offering, shareholders of record of the Company on April 30, 2004 received 0.65 transferable rights for each share of common stock held. Each whole right entitles the rights holder to subscribe for one share of Series E preferred stock at a price of $1.50 per share and entitles the rights holder to subscribe for additional shares of Series E preferred stock at the same price to the extent that other holders do not exercise their basic subscription rights as of the expiration time Expiration time The time of day by which all exercise notices must be received on the expiration date. Technically, the expiration time is currently 11:59AM on the expiration date, but public holders of option contracts must indicate their desire to exercise no later than 5:30PM on . As dealer manager, Perseus Group will use reasonable efforts to solicit holders of rights to participate in the rights offering but will not underwrite To insure; to sell an issue of stocks and bonds or to guarantee the purchase of unsold stocks and bonds after a public issue. The word underwrite has two meanings. the offering and has no obligation to purchase or procure purchases of the Series E preferred stock offered in the rights offering. The rights offering is scheduled to expire at 5 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on June 25, 2004, unless extended by the Company. The consummation of the rights offering is subject to the satisfaction of conditions, one of which is the approval of the matters being submitted to a vote of the Company's shareholders at a special meeting to be held on June 11, 2004. The registration statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc these securities has been filed with the Securities and Exchange Commission and has been declared effective. The Company intends to amend its registration statement in connection with the rights offering as soon as practicable to reflect the principal terms of the dealer manager agreement. The rights offering will only be made by means of a prospectus. Additional copies of the prospectus and subscription documents can be obtained by writing to the information agent, Georgeson Shareholder Communications, Inc., 17 State Street, 10th Floor, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY 10004, or by calling toll-free, (800) 843-1451. Georgeson Shareholder Communications, Inc. will also answer shareholders' questions and provide assistance concerning the subscription process. This press release shall not constitute an offer to sell or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy any securities in the rights offering, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such sate or jurisdiction. About Critical Path, Inc. Critical Path, Inc. (Nasdaq:CPTH) is a global provider of digital communications Transmitting text, voice and video in binary form. See communications. software and services, headquartered in San Francisco San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden . More information is available at www.criticalpath.net. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. : This press release contains forward-looking statements by the Company. The words and expressions "look forward to," "will," "expect," "plan" "believe," "seek," "strive for," "anticipate," "hope," "estimate" and similar expressions are intended to identify the Company's forward-looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, our evolving business strategy and the emerging and changing nature of the market for our products and services, our ability to deliver on our sales objectives, the ability of our technology and our competitors' technologies to address customer demands, changes in economic and market conditions, unplanned system interruptions, capacity constraints, software and service design defects, any changes to the terms of the rights offering in order to comply with the rules and regulations of the Securities and Exchange Commission or The Nasdaq Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. and consummation of the proposed rights offering. These and other risks and uncertainties are described in more detail in the Company's filings with the U.S. Securities and Exchange Commission (www.sec.gov) made from time to time, including Critical Path's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 and Current Reports on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , as may be amended from time to time, and all subsequent filings with the Securities and Exchange Commission (www.sec.gov). The company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made. Note to Editors: Critical Path and the Critical Path logo are the trademarks of Critical Path, Inc. All other trademarks are the property of their holders |
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